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End User Licence Agreement

Last updated: 2024-12-17

AllSet

Thank you for your interest in the AllSet website and software application (the “App”).

The rules of this End User Licence Agreement (“EULA”) apply between Stewart Brothers Pty Ltd (ACN 115 448 596) (“Stewart Bros”), the owners of the App, and you the end user (“Licensee, you”).

Licence and permission to use the App and Additional Materials is conditional upon you agreeing to the terms of this EULA. If you download or use the App in any manner whatsoever (whether by creating a free profile or by purchasing a monthly subscription) the rules of the EULA will apply.

You agree to use the App only in accordance with the terms of the EULA, including the specific rights and limitations that apply to your Licence. It is important to read and understand this EULA as downloading and using the App creates a legally binding agreement between you (and your employees) and Stewart Bros Specifically, this EULA defines your rights, the acceptable uses of the App, the prohibited uses of the App, and the rights Stewart Bros reserve.

If you believe your usage or need is not addressed, or if you are unsure of the meaning of any term or condition, please contact us before downloading the App. If you do not agree to this EULA, then do not proceed to download, create a profile, purchase a subscription, or use the App.

1. Licence

Pursuant to this EULA, and subject to the payment of the Licence Fee, Stewart Bros grants the Licensee a non-exclusive, revocable licence to use the App (”Licence”).

The Licensee may install the App concurrently on multiple devices for the Licensee’s use, but the App is licensed for use by one (1) person only. An employee of the Licensee may use the App in carrying out their duties in their capacity as an employee of the Licensee, provided that the App is only used by that employee and no other person (including the Licensee).

For example, if the Licensee is an individual that wishes to use the App and the Licensee also has an employee that it wishes to use the App in carrying out their duties for the Licensee, the Licensee will be required to purchase a second licence for the employee by paying a second Licence Fee.

2. Licence Fee

Licensees are not entitled to use the App until the monthly licence fee for the App has been paid (Licence Fee). The Licence Fee must be paid in the amount and in the manner specified by the relevant Licence Tier to retain access to the features of the applicable Licence Tier.

3. Licence Tiers

Our Licence Tiers assist in calculating the relevant subscription based on the size of your project(s) and services you require:

  1. AllSet Profile

    • Check and confirm credits
    • Request credits
    • Accept project invites
    • Access call sheets

  2. AllSet Starter
    1–50 cast and crew
    Everything included with the AllSet Profile licence plus:

    • Ability to create and manage one (1) project
    • Add additional projects
    • Add additional 25 crew
    • Crew management
    • Create and manage contact lists
    • Export crew data to .csv file
    • Generate call sheets

  3. AllSet Premium
    1–500 cast and crew
    Everything included with the AllSet Profile and Starter licences plus:

    • Add additional projects
    • Add additional 25 crew
    • Easy onboarding with QR codes

  4. AllSet Enterprise
    Unlimited cast and crew
    Everything included with the AllSet Profile, Starter and Premium licences plus:

    • Let us know what you need, we will build a plan for you
    • Priority support

If the number of cast and crew engaged on your project or the number of projects changes, please contact us at sales@allset.cloud so we can ensure you are on the correct License Tier.

Licenses are not sub-licensable. If a third party wishes to use the App, they will need to purchase a Licence directly from us. Employees, temporary contractors or freelancers of a licensee will not be able to use a Licence after they stop working for you unless they choose to take over the Licence and continue to pay the Licence Fee.

4. Additional Materials

This EULA extends to any accompanying documentation, materials and files including, but not limited to the instructions for the App, content, bug fixes, updates and improvements to the App provided by Stewart Bros in conjunction with the App (Additional Materials). Where used in this EULA, unless expressly provided otherwise, the defined term “App” shall include the Additional Materials. The Additional Materials may not be copied, modified or used in any way not contemplated or expressly authorised by this EULA.

5. Licensee's Obligations

The Licensee undertakes the following obligations:

  1. to not copy, reproduce, translate, adapt, reverse engineer, decompile, vary or modify the App in whole or in part, except as expressly authorised by this EULA or part III division 4A of the Australian Copyright Act 1968 (Cth);
  2. to supervise and control the use of the App in accordance with the terms of this EULA;
  3. to ensure its employees who have authorised access to the App are made aware of, and comply with, the terms of this EULA;
  4. to not provide or otherwise make available the App or any part of it in any form to any person other than those referred to in paragraph 5(c);
  5. to not give, sell, lease, assign, licence, sub-licence, transfer, distribute, disclose, disseminate or publish the App in any form for resale, commercialisation or any other form of distribution to any other person or attempt to do any of these acts except as otherwise authorised in this EULA;
  6. to only use the Stewart Bros App in accordance with the instructions provided as part of the Additional Materials;
  7. to not develop any derivative or other software program based on the App;
  8. to not use the App in any way that is illegal or contrary to any laws or regulations, infringes the rights of any third party or is defamatory of any third party.

6. Warranty

  1. The Licensee acknowledges that the App and Additional Materials cannot be guaranteed to be error or interruption free or otherwise free from infringement and further acknowledges that the existence of any such errors will not constitute a breach of this EULA by Stewart Bros.
  2. Subject to clause 6(e), Stewart Bros will not be liable for any indirect or consequential loss or damage arising out of a breach of this EULA or arising out of the supply of the App and any condition, warranty, right or liability which would otherwise be implied in this EULA or protected by law is excluded.
  3. Pursuant to Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law), liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by sections 51-53 of the Australian Consumer Law) in respect of any of the goods or services supplied under this EULA which are not of a kind ordinarily acquired for personal, domestic or household use or consumption is limited:
    1. in the case of goods, to any one of the following as determined by Stewart Bros, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and
    2. in the case of services, to any one of the following as determined by Stewart Bros, the supplying of the services again or the payment of the cost of having the services supplied again.
  4. If clause 6(c) does not apply, the total liability of Stewart Bros for loss or damage of any kind:
    1. arising under this EULA;
    2. out of or in relation to the App, its sale, delivery or the way it operates in tort, contract or in any other cause of action; or
    3. in any other way,

    is limited to the amount of the Licence Fee paid by the Licensee and any other amounts paid by the Licensee to Stewart Bros under this EULA.

  5. Nothing in this EULA excludes, restricts or modifies any condition, warranty, right or liability implied in this EULA or protected by law to the extent that such exclusion, restriction or modification would render this EULA or any provision of this EULA void, illegal or unenforceable.
  6. The Licensee acknowledges that:
    1. a reasonable opportunity has been provided to assess the suitability of the App;
    2. at no time prior to entering into this EULA has the Licensee relied on any representation by Stewart Bros or any distributor of the App regarding the App or the Additional Materials which the Licensee has not been able to verify, or had the opportunity to verify or investigate independently;
    3. it is not obliged to continue use of the App;
    4. prior to paying the Licence Fee, it has been given a reasonable opportunity:
      1. to satisfy itself that the App and Additional Materials correspond with any representation made by Stewart Bros; and
      2. to examine the App and Additional Materials for any apparent defects,

      and that it has availed itself of that opportunity; and

    5. the App is provided as is, and Stewart Bros has no obligation to provide the Licensee with updates, upgrades, bug fixes, improvements or supplements to the App or provide any support services in connection with the App.
  7. The application of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) to this EULA (by virtue of any law relevant to this agreement) is excluded.

7. Intellectual Property and Title

  1. The Licensee acknowledges that the App is the subject of copyright. The Licensee will not during or any time after the expiry or termination of this EULA permit any act which infringes that copyright and, without limiting the generality of the previously mentioned copyright, the Licensee specifically acknowledges that it may not copy the App or any part of it except as otherwise expressly authorised or acknowledged by this EULA.
  2. You must not during or at any time after the expiry or termination of this EULA permit any act which infringes any of Stewart Bros’ trade marks (whether registered or unregistered) used in connection with the App.
  3. This EULA does not transfer any ownership of the App to the Licensee. Stewart Bros retains all right, title and interest in and to the App and any copies of the App (including all intellectual property rights pertaining thereto).

8. Term of licence

  1. The Licence commences upon the Licensee's acceptance of the terms and conditions set out in this EULA and shall continue in effect until terminated in accordance with clause 8(b).
  2. This EULA may be terminated by Stewart Bros in the following circumstances:
    1. if the Licensee is in breach of any term of this EULA;
    2. if the Licensee, being a corporation, becomes the subject of insolvency proceedings;
    3. if the Licensee, being a firm or partnership, is dissolved;
    4. if the Licensee uses the App in any way that, in the reasonable opinion of Stewart Bros, does or is likely to cause damage to Stewart Bros or bring it into disrepute; or
    5. if the Licensee damages the App for any reason.
  3. Upon termination, the Licensee or its representative will delete/destroy any remaining copies of the App and Additional Materials or otherwise dispose of such material in the manner directed by Stewart Bros.
  4. Termination pursuant to this clause will not affect any rights or remedies which Stewart Bros may have otherwise under this EULA or at law.

9. Limitation of Liability and Indemnity

  1. The Licensee will indemnify Stewart Bros, its officers, employees, contractors and agents fully against all liabilities, costs, charge, claim, liabilities and expenses (including legal expenses) which Stewart Bros may sustain or incur as a direct or indirect consequence of:
    1. a breach of the terms of this EULA by the Licensee (or its officers, employees, agents, representatives or contractors);
    2. any negligent or unlawful act or omission of the Licensee (or its officers, employees, agents, representatives or contractors); and
    3. the Licensee’s use of the App except as otherwise provided in this EULA.

10. Privacy

The Licensee acknowledges and agrees that Stewart Bros may collect, use, store and share the Licensee’s personal information and usage information in accordance with Stewart Bros’ Privacy Policy, as amended from time to time in Stewart Bros’ sole discretion, which is set out on Stewart Bros’ website at https://allset.cloud/privacy or such other website or location as notified to the Licensee from time to time.

11. Assignment

The benefit of this EULA will not be dealt with in any way by the Licensee (whether by assignment, sub-licensing or otherwise) without Stewart Bros’ written consent (which may be withheld in its absolute discretion). Stewart Bros may transfer, novate or assign its rights and obligations under this EULA to a third party at any time in its absolute discretion.

12. Waiver

Failure or neglect by either party to enforce at any time any of the provisions of this EULA will not be construed or deemed to be a waiver of that party's rights under this EULA.

13. Severability

If any part of this EULA is or becomes invalid or unenforceable, that part is severed from this EULA. Such invalidity or unenforceability does not affect the validity or enforceability of the remaining provisions of this EULA.

14. Survival

Any indemnity under this EULA is independent from the other obligations of the parties and survives the termination of this EULA and any term which is expressed to survive termination of this EULA or any term which by its nature is intended to survive termination of this EULA shall survive the termination of this EULA.

15. Entire Agreement

This EULA and any documents expressly referred to in it (including Stewart Bros’ Privacy Policy and the App user manual) constitutes the entire agreement between Stewart Bros and the Licensee.

16. Governing law

This EULA will be governed by and construed according to the law of the New South Wales, Australia.